A night to remember
by orlando's-girl-4eva
Summary: Modern day Willabeth; Elizabeth Swann goes to her Prom with her best friend Will as her date, Could she ever tell him how she feels for him, or is her fear of getting hurt going to stop her? Rated T for safety


I do not own POTC or anything to do with it.

Wrote this while listening to "In the arms of an Angel"

* * *

It was like a scene from a disaster movie, or something from a big soap storyline, she thought as she climbed through the rubble coughing slightly from the smoke, her body shaking with the cold and her fear. She looked out of place here, with her elegantly wound hair that sat almost perfectly on top of her head a few strands escaping from the clasp tipped with an emerald, and her emerald green dress floating about her.

The night had started out so well, she had got the day off work, with the promise she would bring pictures, and she already left school since her sixth form exams were over, which meant she had the whole day to prepare, with her mother helping her. It was her mother, Anne, who did her hair, she was amazing at hairstyles and Elizabeth would have no-one else to help her.

Elizabeth and her mother were very close, they had to be. It was the only way they had got through the death of Elizabeth's father last year. Elizabeth sat and stared at herself in the mirror she was finally ready, with shaking hands she put on her emerald necklace but struggled with the clasp, a pair of hands took it and did it for her, Elizabeth smiled at her mother's reflection in the mirror.

"Thank you" she said touching the necklace softly.

"You look beautiful Elizabeth,your Dad would be so proud" Tears glistened in both of their eyes and they both gently wiped them away

"I wish he was here" she said quietly, just audible for her mother to hear.

Anne crouched down and stared into Elizabeth beautiful face "I know you do, but he is here, in your heart he's guiding you, like he's guiding me" she wiped tears from Elizabeth's face and straightened up "When is Will getting here?" she asked "It was nice of him to ask you" she added not being able to resist teasing her daughter.

Elizabeth blushed "We're just friends Mum" she looked back towards the mirror and busied herself, pretending to search through her small green clutch bag but instead she was trying to hide her red face somehow. "He'll be here in a few minutes" she said when she felt it safe to look up.

Anne sighed "I don't see how you don't have a boyfriend Elizabeth; you are a beautiful girl, and I've seen how guys act around you too, they are not exactly disinterested"

Elizabeth knew why, she did not allow herself to love, her fathers death crushed and she promised herself that she would never let a guy into her heart because she was so scared of it being hurt again, Will was the only guy she let herself get close to, but that was because she had known him before her dad died, she had loved him before that too. She remembered him holding her the day she got the news, how she cried onto his shoulder feeling safe and protected, and how she clung to him at the funeral.

The doorbell interrupted her thoughts and she jumped up in shock causing her mum to giggle and walk down the stairs to get the door. Elizabeth followed once she heard the door open and gracefully descended down the stairs, mastering the new heels she had bought. Wills eyes were transfixed on her.

"You look beautiful Elizabeth" he said "Not that you don't normally" he added quickly.

Will looked amazing, his long dark hair was tied neatly back with a few strands in his dark brown eyes, he smiled nervously at her and offered his arm to her to take, which she did. They walked towards the door, turned so Anne could take a few pictures and left, with a promise that they'll take some more pictures at the hall.

They arrived at the school in a few minutes and stepped out of Will's Vauxhall Corsa, walking straight up to Jack and Anna Maria; who was Elizabeth's best friend. They both walked off together, leaving Will and Jack to talk amongst themselves, it was fortunate that they were good friends, Elizabeth thought, as they were declaring how great the other looked.

"So" Anna Maria said, the dark red material suiting her dark skin "Have you told him yet?" she asked

Elizabeth rolled her eyes; she always asked her this "No, not yet, how can when I am so afraid of getting hurt again"

Anna Maria put her arm around her friend "But are you not hurting yourself already by hiding your feelings"

Elizabeth thought for a while "I will tell him, just when the time feels right"

Anna Maria smiled "Good" she took Elizabeth by the arm "Come on before Jack starts flirting"

Elizabeth smiled and followed her friend, it was true that Jack was a flirt, but he would never go any further; he liked, maybe even loved, Anna Maria too much to do that. She stood next to Will and watched as her friend casually put her arm around Jack and gave him a small kiss on the cheek and like a little sheep he followed her as she casually walked off leaving the peroxide blond and redhead to sulk

The limousines soon arrived and the four shared one, Elizabeth and Will choosing to sip a lemon-lime and opting out from drinking champagne, Jack smiled obviously planning to drink their share. The laughed all the way, Jack retelling all the activities that went on during his older siblings' Prom, secretly, Elizabeth was hoping nothing like that would happen, she did not want anything to ruin her night with Will.

Elizabeth gasped as she got out of the Limo; the venue was beautiful; it looked like something out of Jane Austin's novels. taking Wills arm once again the ascended the staircase to go through the large double doors that lead to the inside of the double building, Elizabeth let a gasp escape once again as she found herself on top of a balcony in a beautiful the room, the dance hall was on the floor below and a grand staircase led down to it. In the hall there were mini balconies leading outside from the large floor to ceiling windows. A band was at the far end and had started to plat just as Will and Elizabeth had got to the bottom of the stairs.

"Shall we dance?" Will asked

Elizabeth nodded and Will took her hand and spun her, even though the motion did not go with the song.

"Dance like this" Elizabeth said taking both his hands and swaying with the music, Will copied her laughing as they both moved as one twirling at the same time never letting go of each others hands. They remained dancing throughout the whole night, even with the slow dances, their hearts hammering due to them being so close to each other, both wishing they could say how they really felt. Many people shot them envious glances, particularly during the slow dances, when they thought it could be their chance to get with one of them, but Will and Elizabeth only had eyes for each other.

"I'm hot" Elizabeth said finally, panting slightly

Will smiled and looked over at the nearest balcony, which was fortunately empty "You sit there, I'll get you a drink" Elizabeth smiled and sat down the cool outside air refreshing her she smiled and shortly Anna Maria joined her

"How's it going" she asked Elizabeth smiling herself

"Great, I love it here. Will is getting me a drink" she said "Where's Jack?"

Anna Maria giggled, slightly tipsy from the champagne "He avoiding Charlotte and Giselle" Elizabeth looked confused "The blonde and redhead he was flirting with earlier. I told him it would come back to haunt him"

Elizabeth smiled and looked up and smiled at Will who had just joined them "Will!" she said like had been away for years.

Will grinned and passed Elizabeth a drink. "Jacks cowering under the stairs, he asked me to tell you, not in those words though"

They all laughed and Anna Maria left, Elizabeth sipped her drink, the liquid was welcome to her parched throat "It's only lemonade" Will said as she drank "I hope that's okay. I mean I know you are 18 and so allowed to drink but I did not want to risk it"

Elizabeth smiled "This is perfect Will" she said drinking more to prove it "Don't like alcohol anyway"

Will sat next to her and laughed "Me neither" he said and put an arm around her bare shoulders, Elizabeth leaned into him.

"Lets sit the next few dances out, it's nice here" she sighed happily and rested her head on his shoulder "This has been the best night ever"

Will smiled "I know, I'm never going to forget this either"

They stayed out there for a while, talking, reliving their childhood memories they had together, laughing about many of them, not really watching the dancing that was going on, and were only distracted when Charlotte and Giselle asked where Jack Sparrow was, which made them laugh harder.

"I never really thanked you" Elizabeth said "For being there for me all those years, specially last year, when I really needed it"

Will smiled softly "I'm always going to be here Elizabeth, you know that"

Elizabeth kissed him on the cheek, wishing she had the courage to kiss him on the lips, but before Will could respond Elizabeth noticed something different "Why has the music stopped?" she asked out loud, hoping someone inside would hear her. Jack and Anna Maria rushed in towards them. Will stood up

"What's happening?" Will said before any of them could say anything.

While Jack tried to get his breath Anna Maria explained "They think there's a gas leak, they are just checking it out now"

Jack looked up at them coughed slightly "We should get out of here, they'll be evacuating soon" Elizabeth stood up and grabbed Will's arm nervously. Will put an arm around her waist to help hurry her along, there was a rush in the hall to get up the stairs towards the door. They joined in the rush, Will holding Elizabeth tightly so he did not lose her, eventually they felt the cold air against their faces walking down the final set of stairs the crowd thinned and eventually slowed. Elizabeth sighed, and waited for Jack and Anna Maria to join them, they did not wait long, and Jack and Anna Maria joined them within a few moments.

Anna Maria gasped when she saw Elizabeth "Your necklace, Lizzy it's gone!"

Elizabeth snapped a hand to her neck and gasped, tears came to her eyes, the necklace was given to her by her father, and in fact it was the last thing he gave to her before he died. "Oh no!" was all she could say before tears spilled out of her eyes.

"Its okay Elizabeth" she heard Will's voice say "I'll get it"

"Will, no, don't it's dangerous. Please don't; if it was safe they would not take us out of there" she gestured towards the building "I can't lose you"

Will kissed her gently on the lips, and for that moment Elizabeth felt herself forget everything. "I'll be back before you know it" he said before kissing her on the cheek and leaving.

"Will," Elizabeth called; he turned towards her "I love you"

Elizabeth waited, and the minutes slowly ticked by, five minutes were up, then ten minutes and she could not wait anymore. "I'm going in" she announced walking forwards

"No!" Jack said grabbing her and pulling her back "Will told you to wait, plus if you got hurt he would never forgive me"

"Fine" Elizabeth sat on the ground and frowned slightly staring at the building, then it happened, the explosion Elizabeth scrambled to her feet "Will!" she called rushing forward only to be held back by Jack

"Let go of me, I need to see him, I need to get to Will"

"Leave him, there is still hope for him, do not put yourself in harms way" Jack said struggling to keep hold of her wriggling frame.

Elizabeth stopped struggling "What did you not see what happened?"

"Lizzie, there is an almost 100 chance that it originated in the cellar, which means that Will could still be alive"

With a great effort and force Elizabeth got out of the hold and rushed forward, fear making her run faster than all the other trying to stop her, she barely noticed the steps as she scrambled up them, nor did she feel her heel break as she ran down the other stairs calling for him, whilst choking on the smoke and rubble. She carried on searching until she heard his voice replying weakly. She rushed towards him tears glistening in her eyes.

"Will thank goodness" she gasped kneeling beside him, he was lying down and made no effort to get up. "Come on, you need to get up"

"I can't, I'm hurt"

Elizabeth stroked his hair "Well then the paramedics will come and get you out."

"Elizabeth" Will said weakly "Hold me"

Elizabeth pulled his body onto her lap and took his hands, "You have warm hands, Lizzie" Will said coughing weakly yet it soundedas if it was paining him "Warm hands equals warm heart"

"I thought it was cold hands that mean that" she said before inwardly kicking herself, this was not the time.

Will laughed weakly "It has always been different for you, you fight the stereotypes. It's why I love you"

This made the tears fall down Elizabeth's face, finally escaping her eyes "Everything's going to be okay Will, they are coming, they will make you better, and soon you'll be at Uni and become a doctor like you've always wanted" she gripped his hands tighter

"What else" he asked letting go of her hand and caressing her face

"And" she said trying to think of something "We will get married and have five children, two of them are identical twin girls. And when they all are asleep we will lie beneath the stars and just watch them like we did tonight" tears rolled down her cheeks

"Go on" Will said wiping them away

"And every holiday we will go to the beach, and everyday we will watch the sunset and rise. And when we get older well move by the sea, and do the same, and it will never get boring because we love each other"

Will nodded "make me a promise"

Elizabeth held the hand that was on her face "Anything"

"Promise me that you will fall in love again; promise me that you will do all that"

Elizabeth shook her head "I can't; not without you"

"You can, I won't let your life end just because mine has"

"No Will, its not you're going to be okay. You will" she said desperately, she realised his hands were losing strength "I will not forget you"

"I know, you won't Elizabeth, I know" he tried to take her hand tighter "Tell my Mum I love her"

Elizabeth nodded "I will"

Will let go of her hand and reached into his pocket and handed her a box and what felt like a delicate chain "I love you, you looked so beautiful tonight Elizabeth but you always do; when you cry, but particularly" he struggled to get his words out "Particularly when you smile and laugh, that's how I will always remember you, remember our promise"

Elizabeth felt his grip weaken "I love you Will" she said squeezing his hand, which felt like it was getting heavier, she saw his eyes slowly close and his hands completely lost their grip and feel out of Elizabeth's hands and landed on the ground beside him.

"No, NO!" she screamed "Will, come on, please wake up" she felt arms pull at her and drag her away, and she fought herself out and threw herself on Wills body "I can't leave him!" she screamed "I can't leave him" she was dragged away and she had no energy to get free anymore. She stood there outside when they finally let her go watching them cart Will's body away, covered with a sheet, the ambulance doors closed and they drove away taking with it the only boy she ever let herself love.

_xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx_

_3 months later_

"You were buried on the 21st of June 2008, under the tree we used to play in, the whole school had the day off, and they all wanted to come, the church could not hold all of your friends, so they stood outside weeping for you" Elizabeth said as she stood in front of Wills grave "You got all As in your A levels, highest marks in the year, highest in the history of the school. You would have gone to med school" Elizabeth paused to wipe away her tears "I'm starting next week, in the one we both loved, I'm living at home still, I can not leave here yet, I need to be with my Mum and you, maybe next year I get a flat near the University. It's going to be hard, not going to med school with you, it was always our dream" she gently touched the bracelet on her wrist "I've worn this bracelet ever since, Will. Its so beautiful Will, it must have cost you so much" she knelt down beside the grave "I'll never take it off, not even if I get married." The emerald necklace was in her hand and it shook due to the shaking of her hands "I never lose this now" she said placing it on the ground in front of her "It represents our love, and your sacrifice for me, my happiness" She sat there silently for a while before picking the necklace back up and putting it in her pocket "Its so weird, you not being here, I keep on expecting you to walk through a door and smile at me, and just somehow make me forget where I am or what I am about to say or do, I miss that, I miss the way you laughed, and smiled, the way your hair refused to stay out of your eyes, they way your hugs just felt so perfect. But most of all, I miss you" she sniffed and wiped more tears away "I just wish you were here again, with me. When Dad died I thought that was it, no man is ever going to hurt me, ever again. I would not let any boy close to me, then there was you; you were the one guy I allowed myself to love, the one guy I knew would or could never hurt me. I just don't know what to do Will, I need your help still, I need you here"

She stood up and slowly dusted down her dark jeans and top, removing all the dirt from it. She gently touched her bracelet "I promised you that I would achieve all my dreams, and I will try to do all that. I will never forget you, or stop loving you; I will never let go" Elizabeth turned and walked away stopping a couple of meters away and glancing back before walking on; she would visit again, maybe next week, maybe earlier, at the moment she knew she could not fall in love again, but it was possible in the future, Will had made her do so when she had promised herself not to fall in love, she just needed to heal.

xxxxxxxxxxxxxxxxxxxxxxxxxx

"Mummy" a small voice called "Mummy pick me up!"

Elizabeth Baylor smiled and picked up her son and kissed him on the cheek, the little boy smiled and rested his head on her shoulder "I love you Mummy!" he said putting his arms around her

Elizabeth smiled "I love you too Will" she said gazing into his big brown eyes and lifted her hand and played with his hair, she had the day off work and she decided to pay a visit to Will's grave, show her son who he was named after. She walked down the last few steps and put her son down in front of the grave and crouched down next to him.

"Well, Will, this is it, I have done almost everything you promised; I fell in love again, I became a Doctor, and I do have a beautiful boy" her bracelet slid down her arm and glistened in the sun "I promised myself I would never remove this and I won't. No matter what I will never stop loving you, and I will never forget you, even if or when I do have five children" she giggled "I love you Will, you made sure I lived after your death" she picked up her son and smiled "I'll visit again soon. I promise"

Elizabeth walked off; she loved her husband, she really did, but nothing could ever remove Will, whose name seemed to be etched onto her heart; there would always be a special place for him, a gap no-one and nothing could fill. But Elizabeth was happy; she had found some-one who like Will would never hurt her and loved her back and right now that was all she wanted

* * *

Read and review, be nice


End file.
